Code Knightmare
by Black-ir0n
Summary: A geass user escapes the Geass Directorate, traveling the globe to evade her pursuers, but when capture is inevitable, they decide to give the gift of life to an unlikely source. When a Knightmare achieves sentience, how will it change not only Japan, but the black rebellion, and even the world?
1. Chapter 1

A/N Hello there, so, get this, its my first story with this account, and I had this idea for a code geass fic, I do hope you are alright with this.

* * *

Inside a hangar, there where nothing but machines, tools, it was filled with parts and pieces of knightmares, blueprints, docking pads for the massive metal monsters that had come to dominate the battlefield.

Dark, it was very dark, there where no windows, the lights where off, it was dead quiet, so quiet and calm and dark it would be easy to fall asleep in a chair...

But then something strange happened, one of the side doors opened, a bit of light peaking through, though it was artificial given the color, a dull orange swept through the room as the heavy metal door was slowly pushed open.

At that point, someone walked through, the figure was small, limping and using the wall as a crutch, making their way to the war machines. The figure finally reached the end of the room, and felt a tarp, they slipped their hand underneath and pressed their palm against cold metal.

That is when light erupted from their left eye, their pupils rimmed with bright yellow, a glittering gold winged V shaped figure directly in the center of their eye.

The V vanished, and the light evaporated, a moment later, the door was shoved open quickly, and figures rushed over to the first one, tackling them to the ground, putting a chloroform cloth over their mouth, that persons vision went back as they slipped into a deep sleep.

"Director V.V. wants her alive, unharmed, and unspoiled, bring her to the van." One of them commanded, a voice modulator garbling a deep male voice.

"Yes sir." A similar sounding one answered, and they dragged the girl away, out the door and into a black van, the car floored it, and left the area, getting out of the base without problem, the troopers that where guarding the entrance had their throats slit open at the gate.

And just like that, the hangar was dark, quiet, and calm, not a sound to be heard or a thing to be seen in the pitch black surroundings.

But then, there was light once more, under the cover of one of the tarps, a pair of long thin golden lines began to emit light through the cloth... the tarp moved, and slipped off of what it was covering.

An RPI-300 Gracchus class knightmare frame had activated...

...There was no pilot... so how could this be.

The pristine black and gold frame walked off of the docking platform, its cold metal feet hitting solid concrete. In the center of its chest, a solid gold winged V shaped symbol formed. Its head then began to move, it looked down at the ground, then brought its hands up, looking at them, rolling the appendages at the wrist, looking at the back of them and then at the palms.

Its head then looked back up and slowly looked around, the pair of visors acting as its eyes emitting a bright yellow light that illuminated the hangar bay.

"Who am I?" It was a surprisingly feminine sounding voice, and it came from the knightmare itself. "What am I...? What is this place... I..." It suddenly felt what could only be described as a migraine, its hands shot up to its head and clutched the metal cranium. "AHH!" It stumbled to the side, knocking over another object covered in a tarp. The sound of metal smashing against concrete met its metaphorical ears along with the shattering of glass, and it distracted the machine from its pain.

The Gracchus knelt down and pulled the tarp off, a blue and red Sutherland greeted its vision. The Gracchus cocked its head to the side.

"Is... that me?" It caught something else on the floor, reflecting the golden light that was being cast from the visors of the Gracchus. It leaned in close and looked at a piece of reflective glass, it saw its own face plate.

"No... that's me... so... I'm different from this one, or... is this one different from me?" It saw another tarp on yet another object, the Gracchus decided to pull it off, revealing another Sutherland.

"No... I'm the different one... but... what am I? I don't... I don't understand." The migraine came back in force, and the machine fell to its knees, howling in pain. The shriek of its speakers could crack glass and make ears bleed.

'This place is making my head hurt, I, I have to leave...' It got up to its feet, with a little bit of whiplash, and stumbled over to the main hangar door used to bring in large machinery, it pulled the doors open, and dull orange light made the area around the exit visible. The concrete floor continued, but beyond that, there where more hangars, and barbed wire fencing and barbed wire fencing. But past all of that, it could see a bright, beautiful, bustling city.

It was about to move, its mind may have knowledge, but it was difficult to access, and its life was so new, so it didn't consider there would be anything wrong with going...

But something felt strange, the frame had realized something was off with the picture, and decided to turn around.

The city in the distance looked nice, that was for certain, but what it saw all around the area made it stop in its tracks.

All around, destroyed, decrepit, and crumbling buildings, it didn't understand, was there some sort of natural disaster? Why would someone leave all of this to waste?

It decided to not go to the city, and instead, carefully stepped over the fencing moving down the streets into the ruined area, passing by a faded sign filled with bullet holes that said "Welcome to Shinjuku!" in Japanese calligraphy.

As it made its way deeper into the ghetto, it felt like the whole place had been abandoned.

Then it heard something, a gasp of fear, at least, what it thought was fear. It turned to look left, down an alleyway it golden light illuminating the small space between decrepit buildings, it was filled with garbage.

That's when the Gracchus saw something, hiding behind a trash bin where a pair of humans, they had tanned skin and brown hair, a mother, and a little girl was hiding behind the mom, they both had green eyes.

They seemed to realize they had been spotted, and they ran away screaming. The knightmare flinched away and backed off, confused and its feelings slightly hurt.

"I only wanted to say hello..." It said sadly. It then continued to walk down the street, and rounded a corner.

It was horrified by what It saw, there where dead people piled up on the side of the road, the words "Eleven scum!" Written in blood on the wall of the building, bullet holes riddling the walls that where splattered with blood.

The machine fell back in shock, its rump hitting concrete as it continued to stare in horror, it then got up and began to use its feet to run, it ran as fast as it could, down several blocks and eventually reached a school. It too was worn down, holes in the walls and windows smashed to pieces, it crawled inside the only one large enough for the knightmare to squeeze through, entering an old gymnasium.

It crawled over to a wall and sat down, leaning against the bricks as its artificial mind raced.

"What... what was that... who could do such a thing..." It whimpered. Suddenly, it had something pop up on its heads up display.

Archives ready

"Ok... uh, activate archives?" It called out, it was met with a search engine.

From that point forward, it did everything it could to figure out the world it had been born into, and in the span of a few hours learned every bit of available information it could, going over it in detail, most of it was history, but to understand that, it delved into science, arts, literature, mathematics, science, philosophy.

It had learned that it was a machine called the knightmare frame, its exact type it didn't know until it spotted its operating number and then used it to figure out its model was a new, experimental frame called the Gracchus.

It learned it was built by these humans, made for the singular purpose of making war, it then learned what war was...

Needless to say, it was up and studying for hours and processing information at a rate that would make a super-computer jealous.

It was just getting finished brushing up on recent history, more specifically, the conquering of Japan, the lands it tread on right now, by the Holy Britannian Empire. That was when something began to beep in emergency. A warning popped up, letting the knightmare know its power reserves where low.

It was decision making time. It could go back to the base, get a recharge, and do what it was built to do...

Or... it could stay here, and shut down... it wouldn't have to kill, it could pass on peacefully without having to hurt anyone.

It preferred option 2.

The minutes ticked by like hours, its mind abuzz with ideas, besides, it was sure this wasn't the end, in the future someone would find her, and fix her up, and maybe they could be friends.

She read up on what friends where, they sounded nice...

One by one, its systems shut down, one by one her joints lost power, and eventually, it began to sleep, its pair of golden visors dimming into darkness...

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A/N fear not, for this is only the prologue, this story isn't anywhere near done, not by a long shot.

Oh, and reviews are appreciated!


	2. Chapter 2

A/N No reviews (Sad face) I guess people aren't that interested. But please do so in the future, I really appreciate it.

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All was quiet at the school, many days and nights had fallen and the Gracchus remained inactive in the dark. Not too far away however, three people where scurrying towards the building, one was a bit quicker than others.

Kallen Stadtfeld burst through an old wooden door, her hair disheveled, eyes bloodshot, and tears running down her face, she was wearing her resistance outfit. She walked briskly to a door at the end of the hall, it was her designated room for the resistance cell, she quickly walked in, and slammed the door shut, and then quickly fell onto her cot, face first. She began to sob.

She heard a knock at the door.

"Go away." She called out weekly.

"Kallen, I'm sorry, I know how important it was to you but we cant falter now, and you need someone to talk to." Ohgi responded through the door.

"I said go away!" She yelled back.

Her red Glasgow, and the picture of her family before the invasion was gone. The Britannians found the warehouse they stored it in, they decided to blow it up because 'Filthy elevens' had touched it, now their only real weapon to fight the empire was gone, and so where the few things she had left to remember her brother by.

"Kallen, Naoto wouldn't want to see you like this, I understand if you need some time but remember if you want someone to talk to then Tamaki and I will be in my old office." Ohgi finished before walking away.

She stayed there, silently wallowing in her misery and misfortune, it was hellish, and she eventually decided she needed to let off some steam, she was angry now, so she needed a punching bag.

To the gym.

She got up, wiping the tears out of her eyes, and quickly left the room, making her way to the old gymnasium. A rising sun awaited her, peeking through the holes in the wall. She had been up all night.

She turned her head to look slightly to her left, and that's when she saw it.

There was a Knightmare, its black and gold body illuminated by a bright orange from the rising sun, the glossy black and glimmering gold of the war machine was beautiful in the light.

She pulled her pistol and looked around, the thing was deactivated, but how did it get here, she looked around the gym very carefully, then went to the holes in the wall and scanned the area.

'Nothing... no one is here so... how did it get here? Unless... some idiot is sleeping in the cockpit.' She bit out in an internal monologue.

She climbed up what she thought was beautiful looking knightmare and pulled the emergency release hatch, allowing the cockpit to open, she had her gun ready, and when the cockpit opened she pushed it in, but there was no one when she poked her head in. She got a confused look on her face, then pulled back out for a moment to double check the gym. Once again, she saw not a single person.

She was normally very good at sensing danger, and this didn't feel like a trap, she decided to test her luck climbing into the cockpit and giving it a feel.

It was surprisingly comfortable, more so than the Glasgow. She tried the activation switch, but when she did, a blinking red light turned on, showing that there was no power from the drained Sakuradite battery.

"Maybe that's why they left it, there's no juice." She mumbled. "Well I can fix that."

It took lots and lots of time and hard labor, but she managed to manually eject the spent battery, and pull a spare that they had stored in the auditorium over via industrial cart.

Getting the damn thing in was a bit of a bitch, it was pretty heavy, but not as bad for an object of its size as one might expect. She locked the fresh battery in, and climbed back into the cockpit. She pressed the activation switch.

The startup screen said "May we be the sword of the weak to protect the innocent" something she was very skeptical to see in a Britannian knightmare.

Welcome pilot, to the RPI-300 Gracchus knightmare frame, cereal number BAF-1129472, model 1, variant 3. Awaiting user input.

"Really? There's no activation code or security key?" She mumbled. "Huh, weird." She decided to climb out and take a closer look at the knightmare from the outside, trying to picture what it would look like if she painted the black parts red.

That's when she _swore_ she saw the head move...

"The hell... is this thing possessed? Or maybe I'm just seeing things." She muttered. "Umm... hello?" She called out, not expecting an answer.

"... Hello..." A feminine voice responded from the Knightmare's speaker. This surprised Kallen, causing her to begin to fall back. The Knightmare's arm reached out behind her, catching her before she could land on her butt.

Kallen was shocked to say the least. "What... the hell."

"Please don't be afraid, I wont hurt you, I promise." It said calmly and quietly. Kallen decided not to scream and instead get back on her feet, instead of leaning into its hand.

"Uh..." She didn't know what to say. "Who... or... what are you?" She asked.

"I'm a knightmare... my model is called the Gracchus, beyond that, I do not know..." The golden visors of the knightmare focused on Kallen.

"Ok... but... how... how can you speak, how are you alive!? This is crazy, knightmares are only supposed to be tools, piloted by people, how are you autonomous?" She asked, her mind spinning.

"I... don't know. I woke up, I guess you could say, I was in a hangar filled with RPI-13 Sutherlands, I am fairly certain they belonged to the purists, I was the lone Gracchus class and I just... walked out, I was so confused, I was born with knowledge but no experience to go with it, and I saw the Tokyo settlement, it looked beautiful in the distance from the base I was stationed at. But then I turned around and saw these ghettos. I was horrified by what I saw when I was walking through. I spent the whole night just going over information In my archives trying to make sense of the world I was born into. My best guess, is that they somehow made me with a sentient AI or something... that's all I can come up with." The knightmare answered.

"Ok... I see... sorta. So, what are you going to do now?" Kallen asked.

"That depends, who are you, and what do you do, and why did you reactivate me?"

"Well, my name is Kallen, and I'm a resistance fighter, and I reactivated you because I thought we could use you." She answered honestly, slowly calming down.

"Resisting my creators?" It asked.

"Yes." She answered.

"I understand, if that is the case, then I will gladly help you, I saw the suffering of your people, and I want it to stop."

Kallen perked up, this whole thing was strange, but something good seemed to be coming out of it. "You really want to help?"

"Certainly."

"If that's the case, then I have something we could do, we recently found out that the Britannians created poison gas, its highly lethal, we where going to steal it and dispose of it before they could use it on innocent people." Kallen explained with determination, and an undertone of disgust in her voice.

"I will gladly help."

"Good, I'm going to get my friends and tell them I found a new knightmare for us to use, but don't do anything when they come in, I might have taken it fine but they would freak out if they found out Britannia created a sentient knightmare." Kallen said, and quickly ran out of the gym.

Kallen came back in with them not long after, showing them the new knightmare, the other two, Ohgi and Tamaki, where skeptical, more Tamaki than Ohgi but they begrudgingly agreed to use it on their next mission. They left the gym, and Kallen walked over to the Gracchus.

"So, what do I call you?" Kallen asked.

"What do you mean?"

"Well I cant just keep calling you the knightmare, so what do you want your name to be?"

"Gracchus is fine."

"Ok then... see you in a while Gracchus, I need some sleep and something to eat."

The knightmare nodded, and manually went into shutdown as Kallen walked out the door.

* * *

The next day, a truck sped along the highway out of the settlement and began getting closer to the ghetto's. A reconnaissance gunship followed it closely overhead.

"This is alpha three, target is traveling from delta twelve toward delta fourteen at a speed of 80 kilometers per hour." The pilot of the gunship reported over a radio.

"CCP to all mobile units- declaring a code three from floor five to floor two! All units take two-eight-eight, I want the target intact!"

In an apartment in the settlement, a TV was on, broadcasting the news to a room with several people, 4 bodyguards, a noble, and an elderly man, the noble and the older man where playing chess.

"Here is video footage of yesterdays terrorist bombing in Osaka the secretary reported fifty-nine casualties from this incident, eight Britannians and fifty-one others." The female newscaster reported, as this happened, an alarm clock in the room went off while the elderly man was making his move.

"You're out of time, from here on you will make your moves every twenty seconds." One of the guards in black suits told the elderly man, who by now was working up a sweat. The noble across the table was idly filing his fingernails, and let out a huff of amusement. "Very well I'm game."

That was when the door creaked open, and the noble looked towards it. "Did your substitute arrive?" He asked blandly.

"Oh thank heaven I'm saved..." The older man began getting up from his seat. "Are things going well at school?" He asked as a pair of figures walked in.

"What have we here? School boys?" The noble asked in amusement.

The pair of figures walked into the light, the first had violet eyes and raven black hair, the other had blue hair partially covered by a helmet and dark blue eyes.

"Well look at this, a nobleman." The raven haired boy responded in kind.

The noble tapped the gold blunt end of his filer on the table and sneered at them. "I envy you kids today, you have so much time on your hands, time for regrets. What's your name?"

"Lelouch, Lamperouge." The violet eyed teen responded stoically.

"Woah... wait a minute you cant win this one its impossible, right?" Rivalz said while looking at the chessboard.

"Rivalz, how soon do you think we would have to leave, in order to make it to our next class?" Lelouch asked.

"Umm, twenty minutes or so if we bust our hump."

"Then be sure that you drive safely on the way back."

"Huh?"

Lelouch took his seat in front of the chessboard after the noble impatiently tapped the blunt end of the nail filer on the table.

"I'll need nine minutes, by the way about yesterday?" He asked the older man.

"Understood sir, we'll talk about it later." The older man replied.

"Nine minutes? You only have twenty seconds to make your move." The noble said.

"Enough time." Lelouch said, picking up the black king piece.

"Hmm, you start with the king? Ahahahahahaha!" The nobleman laughed.

Lelouch offered a subtle, evil smile...

* * *

The action starts up next chapter, it will contain the entirety of the Shinjuku incident, PLEASE review.


	3. Chapter 3

A/N Hello, I forgot to mention to you guys these past few chapters that this is KallenVIBritannia, I made this secondary account because I had too much stuff going on with my primary and needed to put this somewhere else.

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"Where's Lelouch?" Shirley asked from her seat. She was out in the gardens of Ashford academy.

"He went somewhere with Rivalz." Nina answered.

"What, maybe its poker this time?" Milly offered.

"They seem to forget that they're on the student council! They're off gambling for money, Lulu may be smart but he waists his brain on stupid things. If only he would apply himself in school, he'd get high grades!" Shirley bemoaned before popping a cherry tomato into her mouth.

"Aww I wish my darling Lulu would be a serious young man, how adorable is that!" Milly teased.

"Please Madame president..." Shirley prayed this wouldn't go any further...

But this was Milly they where talking about...

* * *

Meanwhile with Kallen and Nagata, their truck was being chased by Britannian recon gunships down the highway...

"Perfect! We finally steal this thing and now its all messed up because Tamaki couldn't stick to Naoto's plan, now we've got a problem!" Nagata complained.

Not far away in a large building several floors up, the noble playing a chess match with Lelouch dropped his filer and got up from his seat, hands clamping down on the table as he stared at the board in disbelief, his right eye twitching.

"I love playing against the nobility, when they lose they always pay out of pride. By the way eight minutes thirty two seconds is a new record." Rivalz said as they left the elevator and prepared to exit the building.

"He didn't have much time to move either, and as opponents go the nobles are tepid. They're just over privileged parasites that's all." Lelouch answered.

"Well then why don't you challenge some elevens? They're nothing like us Britannians." When Rivalz said this it might have sounded racist, but he wasn't, and everyone that knew him personally knew this, he was only pointing out how different they where and how it might offer a different kind of game.

Lelouch didn't have the time to answer, as when the automatic door opened, they heard a commotion outside. They both turned to see a large monitor on a building, it showed a skyscraper that seemed to be on fire on one side for a few floors.

"What are they trying to prove by killing innocent people?" Someone asked in disgust outside.

"Those elevens terrify me." A woman commented.

Suddenly the flag of the Holy Britannian Empire filled the screen.

"We apologize for the delay. Now his royal highness, prince Clovis, third prince of Britannia, will address the nation." A feminine voice called out from the monitor. And the image of the flag was replaced with prince Clovis.

"To all my imperial subjects-" He began, causing Lelouch's eyes to narrow and waver slightly. "Including of course the many cooperative elevens who chose to serve the empire of Britannia!"

"We're not elevens, we're Japanese!" Kallen spat at the monitor in the truck.

"Do you not see my pain? My heart was ripped from my chest only to be torn apart! The remnants are filled with rage and sadness. However as ruler of area eleven I will not tolerate terrorism of any kind! Because the battle we fight is a righteous one, a virtuous battle to protect the wellbeing of one and all. Now everyone I would like for you to join me in a moment of silence, in observance for the eight who died in the line of duty." Clovis finished.

"A moment of silence please." The feminine voice from before requested.

"Well aren't ya gonna join in?" Rivalz asked seeing Lelouch walk over to the bike.

"Aren't you?" He asked back

"Heh, its sorta embarrassing."

"And I agree with you, spilling tears over those people wont bring them back to life now will it?" Lelouch asked. 'If that where my case my mother would have came back long ago.' He thought bitterly.

"Dang, that's dark buddy." Rivalz said while taking his seat on the bike and pulling a pair of red goggles over his eyes.

"Its all about self satisfaction. It doesn't matter how hard you try, you cant do it, there's no way you can change the world." He said somberly.

* * *

Within the palace of area eleven's viceroy a camera shut off and was pulled away.

"You where magnificent your highness, no one would have guessed you where attending a party while doing that." A rather beautiful blonde haired, blue eyed noble said from the side as he walked down several steps.

"After all the viceroy is the marque actor of area eleven, I need to change costumes quickly." Prince Clovis answered while servants removed several of the small extra segments of clothing that he had to ware for the TV, allowing some weight to be removed from his shoulders.

"My, you're so self confident."

"Its all in the performance, since the media want a charismatic prince I give them one."

"Untrue-" One of the owners of HI-TV said from the left. "Prince Clovis our purpose in life is to assist you in any way we can." He said, trying to flatter the prince.

A blond haired, blue eyed man stood reading a book in a hallway nearby. "His reign is a pathetic sham." He muttered to himself. Suddenly, a portly man briskly walked past him. "Huh, a soldier?"

"Y-your highness!" The man called out, dressed in a military uniform and a monocle, it was general Bartley.

"Gad how boorish of you." Clovis said, not liking the interruption.

"Not another appearance for him..." Dietard Ried groaned. "Hope its not as dreary..."

"You fool!" Clovis berated Bartley.

That caught Ried off guard.

"The police where informed that its medical equipment! That's all. If we scramble the army they'll-"

"Deploy the royal guard! The knightmares as well!"

In a military base, alarms where going off as soldiers and pilots rushed to their stations for deployment.

"Alert one! Alert one! Fourth, seventh, and eighth rapid reaction companies as well as the thirty first air assault team, immediate scramble! Special division nine, standby for deployment!" A man commanded over the intercom while pilots climbed into their purist Sutherlands, closed the cockpits and activated them.

* * *

"That first move you made-" Rivalz began speaking to Lelouch in his side car, they where driving down the highway. "why'd you start with the king?"

"If a king does not lead how can he expect his subordinates to follow?"

"What's with that?"

"With what?"

"Do you fantasize about running a major corporation?"

"No way, ambitions like that will ruin your health."

HONK, HONK!

They whipped around to see a massive semi was bearing down on them.

"WAHG! We're gonna die!" Rivalz cried out, trying to get out of the way.

"Gah! You idiots watch where you're going!" Nagata yelled, turning onto a different road to avoid hitting the pedestrians.

"No! Not that way!" Kallen warned, but it was too late, the truck crashed into a wall just inside a tunnel. Dust and debris sent flying on impact.

"Eh, was that our fault?" Rivalz asked in concern.

"I don't think so..." Lelouch commented, getting out of his seat and making his way to the edge so he could see what happened.

"Control, the target has crashed at the VO building construction sight." A recon gunship reported flying high above the accident.

"The military will take over under general Bartley's command." A man on the other end responded.

"Him?

The man in question was sweating bullets. 'We have to retrieve it at all costs... that thing, in the wrong hands...' He couldn't bare to finish the thought.

"What the?" Lelouch murmured to himself, seeing a strange apparition appear above the truck.

"Aw man this sucks, it looks like the power line on the bike got cut..." Rivalz cursed his luck.

"Yeah... hey Rivalz check this out..."

"Hey, over here!" Someone called out, Lelouch looked to see a bunch of people checking out the crash, but no one was moving to help. "Nasty crash..."

"Some sort of accident?"

"Probably a drunk driver."

"Hey maybe someone oughta go help."

Lelouch narrowed his eyes. "All those idiots." He whispered. He threw his helmet into the side car and ran off to find a way down to the crash.

Rivalz noticed this. "Uh, hey wait!" He groaned, knowing Lelouch wouldn't listen and just went back to try to fix the power line.

Kallen and Nagata groaned in their seats, the air bags packed a punch...

Lelouch made his way over to the truck, but when he got there he noticed that any way into the drivers cabin was blocked by debris. "Hey! Are you alright in there!" He called out, genuinely wanting to help them, the morons on top where making fun of him, calling him the student rescue team.

'Simpletons! These people could be hurt and they're just standing there!' He raged inwardly. He saw a ladder attached to the trailer and decided to climb to the top. 'Maybe there's a service hatch I can use...'

"Yeah, yeah I get that its the right thing to do but I wish the guy would stop flaunting his pride and give it a rest for a while." Rivalz complained as he slowly walked is bike down the side of the highway. "Now we're gonna be late to school!" Rivalz did not like detention, their teacher in charge of detention was a real slave driver. "Maybe I'll get off easy if I explain that my bike broke and couldn't find a way back... I mean Milly will probably support me and I'm on the student council, I hope they decide to cut some slack..."

Inside the truck Kallen and Nagata where still recovering.

"Nagata... Nagata, hey are you alright." Kallen called out while stretching her body.

Lelouch finished climbing the ladder and called out to the passengers again. "Can you hear me? Hey are you ok?"

"Its you... finally I have found my-" A voice that was not his own seemed to say in his head. "What... ah, hey, are you in there?" He called into the service hatch on top. Only for the truck to shift to full gear and blast off down the tunnel, resulting in Lelouch losing his balance and falling into the trailer.

"Wait! Stop I'm in here!" He got knocked over as the truck swerved again "You'd think they would put a ladder on the inside too..." He snarked.

"Stop the vehicle! Surrender now and you'll get the chance to defend yourself in court! Or we will shoot to kill!" To make the point of the voice clear, Lelouch heard machinegun fire tare up concrete.

"What!?" Suddenly Lelouch was knocked off balance once more, his head was about to smash into a bulbous object next to him when someone caught him and held him steady. He turned around to see a knightmare was keeping him from falling over again. The frame was black and gold, and had 2 visors that shined bright yellow.

"Easy kiddo, you're already bruised up." The knightmare said in a motherly tone.

"Thank you, but what's happening here, who are you?"

"Great, just perfect, that's the military, now what do we do!?" Nagata yelled in frustration.

"Have you forgotten? That's what I'm here for." Kallen declared while throwing off her hat and unbuttoning her overcoat, revealing a form fitting crimson and brown outfit that clung to her curves and left little to the imagination. She walked out of the cabin and threw the jacket off, only to see a Britannian student in an Ashford uniform being held steady by Gracchus.

"Um, what, the fuck." 'How did this happen?'

"This one saw the crash and wanted to help, he was concerned for your health, but then you took off and he fell in through the service hatch." Gracchus answered Kallen.

'He is kinda cute...' She admitted silently to herself, the raven black hair, violet eyes, and lean figure, he was a looker. And he obviously thought the same about her when his eyes briefly scanned her body and his cheeks tinged red. 'Alright, I gotta get him outa this mess, he shouldn't have to pay for what we're doing... but how?'

"Kallen, lets use it here, why not!?" Nagata asked.

"Because that would be a blood bath you idiot! We would die and civilians would be caught in it!" She yelled back.

"Ngh... you're right..."

"I've seen you before... you go to Ashford too?"

"Yeah..."

"What's going on here?"

"Clovis made poison gas... we feared they would use it on Civilians in the ghetto's so we stole it and planned to dump it somewhere safe... and you really shouldn't be here." Kallen finished.

"Well I'm here now, and the military is hot on your tail..." Machinegun fire hit the road beside the truck again. "So I guess I'm stuck with you, how can I help?"

"You're taking this so casually..." She muttered.

"I've dealt with far harsher things before." It was at that moment she saw a bit of herself. When she looked into the mirror after Naoto died, there was something about her eyes that changed, you could tell that she had lost someone dear to her... that she had seen death. He had that same look.

"Kallen, you stay with Nagata and the kid, I can handle this."

The knightmare let go of Lelouch and cracked the door open, firing a slash harken through, its black and gold metal spear smashed right into one of the gunships tailing the truck, sending it up in flames.

"What!? A slash harken!?" One of the pilots called out.

The door opened completely, revealing the Gracchus in all her glory, and the anchor was pulled back into the machine.

"A knightmare!"

The Gracchus jumped out into the sunlight, and fired another harken at yet another chopper while still using its land spinners to stay next to the speeding truck.

"The rest of you back off, i'll take this guy!" A voice sounded from a VTOL, it was carrying a purist Sutherland.

"I don't know how you got your hands on that prototype but it doesn't matter, a filthy eleven pilot cannot match a knight of our glorious emperor!" Jeramiah spat, deploying from the gunship and landing on the highway with grace, getting its machinegun ready.

The Sutherland fired a grenade from the launcher and it nearly hit, but Gracchus managed to dodge it just in time. The Gracchus went full speed towards the Sutherland, slamming a fist into its faceplate, it then ripped the battle rifle out of the Sutherland's hand and kicked it off the highway.

"You scum!" Jeramiah roared, using his harkens to reduce the rate of decent.

"We should split up, I'll deal with these guys, you go get rid of the gas!" The Gracchus yelled back at the semi, and prepared to fight more Sutherlands that where deploying from VTOLs.

"Right, good luck!" Kallen shouted back.

A Sutherland tried to cut off the truck, but it took an exit ramp, though the Sutherland managed to land some shots into the drivers seat before they went into the tunnels.

* * *

When they entered the dark abyss of the old subway system, Kallen and Lelouch weren't sure what to expect, but when the vehicle crashed, Lelouch kept Kallen from falling over, and held himself steady by latching his hand onto the gas container, the other one held her around her waist. When it stopped, he let her go.

"Nagata!" She ran over to the drivers cabin, and pulled the door open. She saw him slumped in the seat, he was still breathing, but out cold for now.

"Damn it Nagata not you too!" She yelled while punching the passenger seat, a solitary tear leaking from her right eye as she slammed her lids shut. Lelouch gently brushed past her, and took note of the situation.

"This is a medical truck right, can you help me find gauze, bandages, disinfectant, and some tweezers?" He asked without looking at her.

She nodded to herself and ran into the back, sifting through the cupboard and finding the mentioned supplies.

"I couldn't get any bandages, apparently they where out of stock." She said, handing him the supplies.

"I'll make due." He set to work, doing his best to remove the bullets and stop the blood flow, he then tore off a strip of cloth from his sleeve and used it as a makeshift bandage, tying it around the abdomen where Nagata was hit and tying it in a knot to retain pressure.

"I'm no professional but he should be stable until we get him some real medical assistance."

Suddenly Kallen had her arms grabbed and restrained behind her back. "What the hell!?" Lelouch turned to see a Britannian trooper was struggling to hold her.

"Surrender terrorists! I will not allow this mindless murder to continue!" The trooper yelled, Kallen forced him off of her and slammed an elbow into his gut before running back over to Lelouch, she didn't have her pistol, but this one didn't look like he was armed.

"Mindless murder!?" Lelouch spat. "If you want to stop murderers then why don't you just destroy Britannia!?" Kallen was shocked to hear this, a Britannian that was a good samaritan was one thing, but someone who outright called for its destruction, right in front of a soldier no less, that took some guts. She found herself liking the raven haired young man, he might be a good choice to join their resistance cell, sure, most of her friends didn't like Britannians, but she was a half blood, and so was Naoto, surely a pureblood wouldn't be that much of a stretch?

She noticed after a few moments of thought that what the young man had said was making the trooper pause in his tracks. Then the unexpected happened, the trooper pulled off his helmet, revealing that he was Japanese.

"Lelouch... Lelouch is that you!?" The young man asked with a smile on his face, the tension in his body leaving.

'Lelouch, huh?' She filed the violet eyed boy's name away for future reference.

"Suzaku?" Lelouch asked attentively, a small smile making its way onto his face.

The young man identified as Suzaku nodded enthusiastically. He then walked up to Lelouch and gave him a bear hug, even picking Lelouch up off of the ground slightly.

"Suzaku... need... air..." He hoarsely whispered.

"Oh, right, sorry!" He let Lelouch down. "Uh... Lelouch... what are you doing here... this stuff was reported stolen by terrorists..." He asked. "Lelouch... are you a-"

"No, I'm not a terrorist, and neither is she, she was already in the subway when the truck crashed, hanging out with friends, she came over to help, as for me I was on the highway when I saw this thing crash for the first time in the settlement, when I tried to help it got moving again and I fell into the service hatch."

'Thanks for the save.' She thought inwardly.

"Right, well I called this in, so you two can get an escort out and the military can handle this thing." Suzaku said, pointing to the container.

"Right... by the way, Kallen right? I'm Lelouch." He offered a hand to Kallen, she shook it. "Nice to meet you Lelouch, thank you for your help." She offered, knowing he would understand her meaning.

The canister suddenly burst open, golden light erupting from the opening. Before Suzaku acted however, there was revealed to be no gas, instead, a single, solitary girl, in a white straight jacket with green hair, her eyes where partially open, revealing a bright gold. But she fell unconscious, and fell to the ground inside the chamber.

"Suzaku... what the hell is going on."

"I have no idea..."

Suddenly, lights snapped on behind the three of them, and they turned around to see the royal guard had arrived, flood lights shining down on them while the soldiers stood with their assault rifles ready.

"Stinking monkey, being an honorary Britannian will not excuse you." The guard captain sneered.

"But sir! I was told this was poison gas!"

"How dare you question orders!?"

"This is bad..." Lelouch said under his breath to Kallen, who silently nodded in agreement.

"However in observance of your outstanding military achievements I'm going to be lenient, private Kururugi take this and execute the terrorists." The guard captain ordered, presenting Suzaku a service pistol.

"But they aren't terrorists! They're civilians that got caught up in all of this!" He defended Kallen and Lelouch.

"Insubordinate little- that's an order! Did you not swear your loyalty and your life to Britannia!?"

"Well yes but... but... I cant..."

"What?" The captain drawled out in anger and confusion.

"I wont do it sir, I wont shoot civilians." He declared, turning to look at Lelouch and Kallen. "I cant follow your order sir..."

"Hmph, very well."

BANG

Suzaku flinched as the bullet went through his armor and hit his watch, it broke through, and punctured his skin, tarring through a bit of muscle, it wouldn't kill him, but the sheer shock and pain of a bullet hitting him knocked him out cold.

"Suzaku!" Lelouch yelled. Kallen was horrified, the poor guy didn't want to kill unarmed civilians and the guard shot him for it!

"Well then kids, it looks like today was a bad day to cut class. Collect the girl, after you've secured her, kill the students."

"Yes, my lord!" They responded.

Nagata woke up a bit, feeling his wounds, someone had treated him, and he was glad for it, but he couldn't move like this, he was a burden, Kallen was gone so far as he knew, so that meant he alone would be sacrificed...

"Death to Britannia... long live... Japan!" He pressed the detonator Button. The cockpit went up in flames, and exploded. Lelouch grabbed the green haired girl, and urged Kallen to follow, in the smoke and confusion they found a small maintenance tunnel and escaped through it, leaving the royal guard in a pile of dust and ash.

* * *

"You lost it! And you call yourselves the royal guard!?" Bartley yelled at the guard captain using his comm system on the G-1"

"Forgive me my lord, the blast was mainly directed upwards but the-"

"Why the hell do you think I only told you about this!?"

"Apologize my lord, we will continue the investigation!"

"The plan has moved to the second stage." Clovis said from his miniature throne in the G-1 command center.

"Your highness?" Bartley asked.

"If word of her gets out I'll be disinherited, tell them back home we are carrying out a planned urban renewal here..." He stood from his seat. "As Clovis, third prince of the empire I command you, destroy Shinjuku ghetto, leave none alive!"

"Yes, my lord!"

Sutherlands launched from the G-1, gunships flying overhead, tanks and apc's rolling forward carrying troopers and weapons. The G-1 itself began to ruble forward... war was coming to Shinjuku.

A Sutherland burst through a wall with graffiti on it, and began butchering civilians...

Teams of kill squads went throughout the ghetto, killing the civilians, building by building, room by room, one at a time...

"The enemy is garbage that couldn't even hope to become honorary Britannians, wipe out every last one of them!" Bartley yelled over the speakers.

"Naturally..." Jeramiah said, his Sutherland went through some minor repairs after making his way back to the G-1, that unit packed a punch, that much he would admit.

'I hate what we have become, forgive me Marianne for what I will do this day, but these people murdered Lelouch and Nunnally... I shall avenge them!' The margrave thought.

"Supervisor Jeramiah, general Bartley has requested that you take command of area two's-"

"Bartley has staff officers! I haven't had this much fun on the front lines in ages!"

* * *

Lelouch set the green haired woman down and caught his breath, trying to make sense of the situation, Kallen did the same, leaning against the wall and taking deep breaths, they had been running for a while now.

"What the hell are you!? This is all your fault isn't it!?" He yelled at the green haired girl. Kallen gave him an admonishing look.

"Hey, stop, its not her fault, she was just a prisoner, she didn't do anything."

"I know... your right, sorry... Suzaku was my friend before the war, and now he's dead and I was looking for an outlet..."

"Its ok... I lost a friend too, Nagata, the driver."

He gave a small nod in acknowledgement. "My condolences..."

"I'm sorry about your friend too."

They waited there in silence, before deciding to get moving again.

Lelouch made his way to the stairs, crawling up the concrete stairwell and checking out the area. The other two followed close behind.

"You two stay here, stay quiet and be careful." They nodded.

He poked his head out, only to hear machinegun fire, he saw a mass of bodies, and an civilian begin gunned down, he flinched away.

"Report." The guard captain asked a squad of guard soldiers, the ones who killed the civilians.

"We've found only elevens here sir."

"You're sure of it, the tunnel exits here?"

"Yes sir."

He grit his teeth in annoyance.

"Search the area, they cant have gone far."

A child began to cry in the corner, and the guards shot her too. Lelouch pulled back, covering his mouth, he felt like he would vomit any second now... Kallen put a hand on his shoulder, attempting to offer some sort of comfort, the look of horror etched into his face nearly broke her.

That's when his phone began to ring...

He tried to silence it before they noticed but it was too late. The royal guard pulled them out, threw them against the wall, and restrained C.C.

"Well, would you look at that. What an appropriate place for terrorists to meet their end, you did well, but that is to be expected, you are Britannians after all. Any last words?"

"You're scum." Lelouch spat, and Kallen growled at them.

The guard captain leveled his pistol at Lelouch in response.

C.C. broke away as he began to pull the trigger. "He mustn't die!" The bullet hit her in the forehead, and she fell to the ground, dead.

"You shot her!"

"Hmph, our orders where to bring her in alive if possible , oh well, doesn't matter now. We'll tell our superiors we found a terrorist hideout and killed them all, sadly, they tortured the girl to death before we got there. What do you think?"

"I cant believe it... I'm about to die, first Suzaku, then this girl, now me and Kallen... my life will be over before I could do a single thing with it... gone in a heartbeat... Nunnally..." He cried out weakly.

Kallen didn't know what else to do but interlock her fingers with his, Britannian or not, he was a nice person, and nobody deserved to die alone. "Look, I know we just met, but I'm glad that I've met you Lelouch, I'm sorry you got dragged into this mess." She offered.

Suddenly the arm of the dead girl shot out, her hand clasping theirs. Their world went white, their bodies became silhouettes, and the girl in front of them appeared.

"You don't want it to end here... do you?" She called out to them.

"What?" Kallen asked... 'This is surreal...' "That girl." Lelouch answered for her. "That's impossible." Kallen said.

"You both seem to have reasons for living, if I granted you power, could you go on?"

"How?" Lelouch asked.

"I offer you both a contract, if you promise to fulfil my one wish, then I shall grant you power unlike any other, accept and you may be condemned to lives of solitude by the power of the king and queen you will live in a different providence, a different time, a different life, but you will have the ability to change the world... time is short... I require an answer."

Kallen and Lelouch shared a look, and silently nodded to each other.

As one they shouted. "Yes, we hereby accept the terms of your contract!"

The world flashed with a flurry of color, and a pair of gears locked in place.

In the real world, Lelouch and Kallen stood up, grins etched on their faces.

"Say, how should a Britannian that detests his own country live his life?" Lelouch asked while covering his left eye.

"Hmm, what are you, some kind of radical?" The guard captain asked, leveling the pistol at Lelouch once more.

They where caught off by his nonchalance as he continued to speak. "What's wrong, why not shoot, your opponents are just school kids, or have you finally realized the only ones who should kill are the ones who are prepared to be killed." Lelouch finished, removing his hand from his eye, a crimson winged V flashed into existence within his pupil.

The guards who saw this became afraid, seeing something so unnatural. "What is this, what's happening here!?"

"I Lelouch VI Britannia command you, now all of you, **DIE**." The geass in his eyes flared, and the V flapped like a bird as the energy was sent into their minds, they only knew to do one thing, obey their prince, and he demanded their deaths. Their eyes became red rimmed.

The guard stepped back, and they all pointed their guns at their temples.

"Happily your highness! Ready, Fire!"

They all shot themselves, blood spewing from the mass suicide, some blood landed on Lelouch's cheek.

Kallen looked down at the bodies in disgust, and Lelouch's grin turned absolutely evil.

"My life for the past seven years, lies... all of it... I was sick of it... sick of a world that wouldn't change, but now this power, its ours... well then..."

* * *

A/N There ya go, the Shinjuku incident, next we have the battle and the aftermath. Review!


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